itp-exhibit-d.doc

TEXAS DEPARTMENT OF TRANSPORTATION

LOOP 375 - BORDER HIGHWAY WEST EXTENSION PROJECT

INSTRUCTIONS TO PROPOSERS

TECHNICAL AND

FINANCIAL PROPOSAL LETTER − Form A-1

PROPOSER: __________________________________________________________

Technical Proposal Date: [__________], 2014

Texas Department of Transportation

7600 Chevy Chase Drive

Austin, Texas 78752

Attn: Mr. Frank Holzmann, P.E.

The undersigned (

“Proposer”) submits the enclosed Technical and Financial Proposals

(collectively, this “Proposal”) in response to that certain Request for Proposals (the

“RFP”) issued by the Texas Department of Transportation (“TxDOT”), an agency of the

State of Texas, dated [____], 2014 for a contract to develop, design, construct, and provide comprehensive maintenance for the Loop 375 - Border Highway West

Extension Project (the “Project”). TxDOT currently anticipates that the contract will include a Development Agreement for right of way acquisition and the design, permitting and construction of main lanes, ramps, interchanges, connecting roadways, and crossing streets, utility adjustments and a comprehensive maintenance agreement

(“COMA”) for the long-term maintenance of the completed construction Work, as more specifically described herein and in the documents provided with the RFP (the “RFP

Documents”). Initially capitalized terms not otherwise defined herein shall have the meanings set forth in the RFP and the RFP Documents.

In consideration for TxDOT supplying us, at our request, with the RFP Documents and agreeing to examine and consider this Proposal, the undersigned undertakes [jointly and severally] [if Proposer is a joint venture or association other than a corporation, limited liability company or a partnership, leave in words “jointly and severally” and delete the brackets; otherwise delete the entire phrase]: a) to keep this Proposal open for acceptance initially for 180 days after the

Price Proposal Due Date, and if the undersigned is notified within such 180-day period that it is the next best value Proposer, for an additional 90 days, without unilaterally varying or amending its terms and without any member or partner withdrawing or any other change being made in the composition of the partnership/joint venture/limited liability company/consortium on whose behalf this Proposal is submitted, without first obtaining the p rior written consent of TxDOT, in TxDOT’s sole discretion; and b) if this Proposal is accepted, to provide security (including bonds, insurance and guaranties) for the due performance of the Development Agreement and the COMA, as stipulated in the Development Agreement Documents, the COMA

Documents and the RFP.


Loop 375 - Border Highway West Extension Project

March 14, 2014

Form A-1

Page 1 of 6

RFP Addendum #4

Volume I - Instructions to Proposers

Form A-1

– Technical and Financial Proposal Letter

If selected by TxDOT as the best value Proposer, Proposer agrees to do the following or to cause Developer to do the following: (a) if requested by TxDOT in its sole discretion, enter into good faith negotiations with TxDOT regarding the terms of the

Development Agreement Documents and the COMA Documents, in accordance with the requirements of the RFP; (b) enter into the Development Agreement Documents and the COMA Documents without varying or amending their terms (except if requested to by TxDOT in its sole discretion) and satisfy all other conditions to award of the

Development Agreement Documents and the COMA Documents; and (c) perform its obligations as set forth in the ITP, the Development Agreement Documents and the

COMA Documents, including compliance with all commitments contained in this

Proposal.

The following individual(s) is/are designated as the Proposer’s designated representative(s) in accordance with Section 2.2.2 of the ITP:

____________________________________

The following individual(s) is/are authorized to enter into negotiations with TxDOT on behalf of the Proposer and Developer in connection with this RFP, the Project, the

Development Agreement and the COMA:

_________________________________________

Enclosed, and by this reference incorporated herein and made a part of this Proposal, are the following:



Executive Summary;



Proposer Information, Certifications and Documents;



Project Development Plan;



Appendices; and



Updated Financial Information.

Proposer acknowledges receipt of the following Addenda and sets of questions and responses:

[List all Addenda by number and date issued. For example, “Addenda 1 issued [_________], 2014”]

[list other addenda] _____________________________

Responses issued [list dates on which TxDOT responded to Proposers’ questions regarding the RFP

Documents or this procurement.]

Proposer certifies that this Proposal is submitted without reservation, qualification, assumptions or conditions. Proposer certifies that it has carefully examined and is fully familiar with all of the provisions of all of the RFP Documents, has reviewed all materials posted on the RFP Website and Project Website, the Addenda and TxDOT’s responses to questions, and is satisfied that the RFP Documents provide sufficient detail regarding



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Form A-1

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RFP Addendum #4


Form A-1


the obligations to be performed by the Developer and do not contain internal inconsistencies; that it has carefully checked all the words, figures and statements in this Proposal; that it has conducted such other field investigations and additional design development which are prudent and reasonable in preparing this Proposal; and that it has notified TxDOT of any deficiencies in or omissions from any RFP Documents or other documents provided by TxDOT and of any unusual site conditions observed prior to the date hereof.

Proposer represents that all statements made in the QS previously delivered to TxDOT

(as amended and resubmitted) are true, correct and accurate as of the date hereof, except as otherwise specified in the enclosed Proposal and Proposal forms. Proposer agrees that such QS, except as modified by the enclosed Proposal and Proposal forms, is incorporated as if fully set forth herein.

Proposer understands that TxDOT is not bound to accept the Proposal whose corresponding Price Proposal offers the lowest price to TxDOT or any Proposal TxDOT may receive.

Proposer further understands that all costs and expenses incurred by it in preparing this

Proposal and participating in the RFP process will be borne solely by the Proposer, except any payment for work product that may be paid in accordance with the RFP.

Proposer consents to TxDOT’s disclosure of this Proposal pursuant to

Section 223.204(a) of the Texas Transportation Code to any Persons in TxDOT’s sole discretion after conditional award of the Development Agreement and COMA by

TxDOT. Proposer acknowledges and agrees to the disclosure terms described in ITP

Section 2.6. Proposer expressly waives any right to contest such disclosures under

Section 223.204(a) of the Texas Transportation Code.

Proposer agrees that TxDOT will not be responsible for any errors, omissions, inaccuracies or incomplete statements in this Proposal.

This Proposal shall be governed by and construed in all respects according to the laws of the State of Texas.

Proposer's business address:

_____________________________________________________________________

(No.) (Street) (Floor or Suite)

_____________________________________________________________________

(City) (State or Province) (ZIP or Postal Code) (Country)

State or Country of Incorporation/Formation/Organization: _______________________

[insert appropriate signature block from following pages]



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Form A-1

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RFP Addendum #4


Form A-1


1. Sample signature block for corporation or limited liability company:

[Insert the proposer’s name]

By: __________________________________

Print Name: ___________________________

Title: ________________________________

2. Sample signature block for partnership or joint venture:


By: [Insert general partn er’s or member’s name]

By: ____________________________

Print Name: ______________________

Title: ___________________________

[Add signatures of additional general partners or members as appropriate]

3. Sample signature block for attorney in fact:


By: __________________________________

Print Name: ___________________________

Attorney in Fact



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Form A-1

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RFP Addendum #4


Form A-1


ADDITIONAL INFORMATION TO BE PROVIDED WITH PROPOSAL LETTER:

A. Describe in detail the legal structure of the Proposer/Developer and Equity

Members.

1. If the Proposer/Developer/Equity Member is a corporation or includes a corporation as a joint venture member, partner or member, provide articles of incorporation and bylaws for Proposer/Developer/Equity Member and each corporation certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

2. If the Proposer/Developer/Equity Member is a partnership or includes a partnership as a joint venture member, partner or member, attach full names and addresses of all partners and the equity ownership interest of each entity, provide the incorporation, formation and organizational documentation for the Proposer/Developer/Equity Member (partnership agreement and certificate of partnership for a partnership, articles of incorporation and bylaws for a corporation, operating agreement for a limited liability company and joint venture agreement for a joint venture) certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

3. If the Proposer/Developer/Equity Member is a joint venture or includes a joint venture as a joint venture member, partner or member, attach full names and addresses of all joint venture members and the equity ownership interest of each entity, provide the incorporation, formation and organizational documentation for the Proposer/Developer/Equity Member

(partnership agreement and certificate of partnership for a partnership, articles of incorporation and bylaws for a corporation, operating agreement for a limited liability company and joint venture agreement for a joint venture) certified by an appropriate individual. If any entity is not yet formed, so state and indicate that these documents will be provided prior to award.

4. If the Proposer/Developer/Equity Member is a limited liability company or includes a limited liability company as a joint venture member, partner or member, attach full names and addresses of all members and the equity ownership interest of each entity, provide the incorporation, formation and organizational documentation for the Proposer/Developer/Equity Member

(partnership agreement and certificate of partnership for a partnership, articles of incorporation and bylaws for a corporation, operating agreement for a limited liability company and joint venture) certified by an appropriate individual. If any entity is not yet formed, so state and indicate that this information will be provided prior to award.

Attach evidence to the Proposal and to each letter that the person signing has authority to do so.



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Form A-1


B. With respect to authorization of execution and delivery of the Proposal and validity thereof, if the Proposer is a corporation, it shall provide evidence in the form of a resolution of its governing body certified by an appropriate officer of the corporation. If the Proposer is a partnership, such evidence shall be in the form of a partnership resolution and a general partner resolution (as to each general partner) providing such authorization, in each case, certified by an appropriate officer of the general partner. If the Proposer is a limited liability company, such evidence shall be in the form of a limited liability company resolution and a managing member(s) resolution providing such authorization, certified by an appropriate officer of the managing member(s). If there is no managing member, each member shall provide the foregoing information. If the Proposer is a joint venture, such evidence shall be in the form of a resolution of each joint venture member, certified by an appropriate officer of such joint venture member. If the

Proposer is a joint venture or a partnership, the Proposal must be executed by all joint venture members or all general partners, as applicable.

C. The Developer’s partnership agreement, limited liability company operating agreement, and joint venture agreement, as applicable, must include an express provision satisfactory to TxDOT, in its sole discretion, stating that, in the event of a dispute between or among joint venture members, partners or members, as applicable, no joint venture member, partner or member, as applicable, shall be entitled to stop, hinder or delay work on the Project. Proposers should submit the applicable agreement to TxDOT and identify on a cover page where in the agreement the provision can be found. If the Developer is not yet formed, provide draft organizational documents and indicate where the provision is found.



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Form A-1

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RFP Addendum #4


Form A-1


PRICE

PROPOSAL LETTER − Form A-2

PROPOSER: __________________________________________________________

Technical Proposal Date: [__________], 2014



Austin, Texas 78752

Attn: Mr. Frank Holzmann, P.E.

The undersigned (

“Proposer”) submits the enclosed Price Proposal (this “Proposal”) in response to that certain Request for Proposals (the “RFP”) issued by the Texas

Department of Transportation ( “TxDOT”), an agency of the State of Texas, dated [____],

2014 for a contract to develop, design, construct, and provide comprehensive maintenance for the Loop 375 - Border Highway West Extension Project (the “Project”).

TxDOT currently anticipates that the contract will include a Development Agreement for right of way acquisition and the design, permitting and construction of main lanes, ramps, interchanges, connecting roadways, and crossing streets, utility adjustments and a comprehensive maintenance agreement (“COMA”) for the long-term maintenance of the completed construction Work, as more specifically described herein and in the documents provided with the RFP (the “RFP Documents”). Initially capitalized terms not otherwise defined herein shall have the meanings set forth in the RFP and the RFP

Documents.

In consideration for TxDOT supplying us, at our request, with the RFP Documents and agreeing to examine and consider this Proposal, the undersigned undertakes [jointly and severally] [if Proposer is a joint venture or association other than a corporation, limited liability company or a partnership, leave in words “jointly and severally” and delete the brackets; otherwise delete the entire phrase]: a) to keep this Proposal open for acceptance initially for 180 days after the

Price Proposal Due Date, and if the undersigned is notified within such 180-day period that it is the next best value Proposer, for an additional 90 days, without unilaterally varying or amending its terms and without any member or partner withdrawing or any other change being made in the composition of the partnership/joint venture/limited liability company/consortium on whose behalf this Proposal is submitted, without first obtaining the prior written consent of TxDOT, in TxDOT’s sole discretion; and b) if this Proposal is accepted, to provide security (including bonds, insurance and guaranties) for the due performance of the Development Agreement and the COMA, as stipulated in the Development Agreement Documents, the COMA

Documents and the RFP.

If selected by TxDOT as the best value Proposer, Proposer agrees to do the following or to cause Developer to do the following: (a) if requested by TxDOT in its sole discretion, enter into good faith negotiations with TxDOT regarding the terms of the

Development Agreement Documents and the COMA Documents, in accordance with



March 14, 2014

Form A-2

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RFP Addendum #4


Form A-2 – Price Proposal Letter

the requirements of the RFP; (b) enter into the Development Agreement Documents and the COMA Documents without varying or amending their terms (except if requested to by TxDOT in its sole discretion) and satisfy all other conditions to award of the

Development Agreement Documents and the COMA Documents; and (c) perform its obligations as set forth in the ITP, the Development Agreement Documents and the

COMA Documents, including compliance with all commitments contained in this

Proposal.

The following individual(s) is/are designated as the Propose r’s designated representative(s) in accordance with Section 2.2.2 of the ITP:

____________________________________

The following individual(s) is/are authorized to enter into negotiations with TxDOT on behalf of the Proposer and Developer in connection with this RFP, the Project, the

Development Agreement and the COMA:

_________________________________________

Proposer incorporates into this Proposal by reference, the Technical Proposal and

Financial Proposal submitted by Proposer on the Technical Proposal Due Date. In addition, enclosed, and by this reference incorporated herein and made part of this

Proposal, are the following Price information forms:



Form M-1

– Development Price



Form M-1.1

– Development Price Breakdown



Form M-1.2 – ATC Adjustments



Form M-2 – Developer Draws / Cash Flow Tables (Development Price)



Form M-3 – Option Price



Form M-3.1 – Option Price Breakdown



Form M-3.2 – ATC Adjustments for Option Work



Form M-4 – Developer Draws / Cash Flow Tables (Option Price)



Form N-1 – Maintenance Price



Form N-2

– Option Maintenance Price

Proposer certifies that this Proposal is submitted without reservation, qualification, assumptions or conditions. Proposer certifies that it has carefully examined and is fully familiar with all of the provisions of all of the RFP Documents, has reviewed all materials posted on the RFP Website and Project Website, the Addenda and TxDOT’s responses to questions, and is satisfied that the RFP Documents provide sufficient detail regarding the obligations to be performed by the Developer and do not contain internal



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Form A-2

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RFP Addendum #4



inconsistencies; that it has carefully checked all the words, figures and statements in this Proposal; that it has conducted such other field investigations and additional design development which are prudent and reasonable in preparing this Proposal; and that it has notified TxDOT of any deficiencies in or omissions from any RFP Documents or other documents provided by TxDOT and of any unusual site conditions observed prior to the date hereof.

Proposer represents that all statements made in the QS previously delivered to TxDOT

(as amended and resubmitted) are true, correct and accurate as of the date hereof, except as otherwise specified in the enclosed Proposal and Proposal forms. Proposer agrees that such QS, except as modified by the enclosed Proposal and Proposal forms, is incorporated as if fully set forth herein.

Proposer understands that TxDOT is not bound to accept the Proposal offering the lowest price to TxDOT or any Proposal TxDOT may receive.

Proposer further understands that all costs and expenses incurred by it in preparing this

Proposal and participating in the RFP process will be borne solely by the Proposer, except any payment for work product that may be paid in accordance with the RFP.

Proposer c onsents to TxDOT’s disclosure of this Proposal pursuant to

Section

223.204(a) of the Texas Transportation Code to any Persons in TxDOT’s sole discretion after conditional award of the Development Agreement and COMA by

TxDOT. Proposer acknowledges and agrees to the disclosure terms described in ITP

Section 2.6. Proposer expressly waives any right to contest such disclosures under

Section 223.204(a) of the Texas Transportation Code.

Proposer agrees that TxDOT will not be responsible for any errors, omissions, inaccuracies or incomplete statements in this Proposal.

This Proposal shall be governed by and construed in all respects according to the laws of the State of Texas.

Proposer's business address:

__________________________________________________________________

(No.) (Street) (Floor or Suite)

__________________________________________________________________

(City) (State or Province) (ZIP or Postal Code) (Country)

State or Country of Incorporation/Formation/Organization: _____________________

[insert appropriate signature block from following pages]



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Form A-2

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RFP Addendum #4



1. Sample signature block for corporation or limited liability company:


By: _______________________________

Print Name: ________________________

Title: ______________________________

2. Sample signature block for partnership or joint venture:


By: [Insert general partner’s or member’s name]

By: ___________________________

Print Name: ____________________

Title: __________________________

[Add signatures of additional general partners or members as appropriate]

3. Sample signature block for attorney in fact:


By: _______________________________

Print Name: ________________________

Attorney in Fact



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Form A-2

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RFP Addendum #4



ADDITIONAL INFORMATION TO BE PROVIDED WITH PROPOSAL LETTER:

A. Attach evidence to the Price Proposal that the person(s) signing has/have authority to do so. If such evidence of authority was provided with the Technical

Proposal, provide evidence that such authority has not been revoked.



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Form A-2

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RFP Addendum #4



IDENTIFICATION OF PROPOSER AND EQUITY MEMBERS − Form B-1

NAME OF

ENTITY AND

CONTACT

INFORMATION

(address, representative, phone, fax, email)

ROLE IN

ORGANIZATION

Texas

Contractor

License and

License Limit

(if applicable)

Description of

Work/Services To Be

Performed By Entity (if applicable)

The above information is true, correct and accurate.

[Insert the Proposer’s name]

By: ____________________________

Name: __________________________

Title: ___________________________



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Form B-1

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RFP Addendum #4


Form B-1

– Identification of Proposers and Participants

INFORMATION ABOUT PROPOSER ORGANIZATION − Form B-2

1.0 Name of Proposer: __________________________________________

Name of Developer

2.0 Type of entity:

3.0 Proposer's address:

__________________________________________

Proposer: __________________________________

Developer: _________________________________

__________________________________________

__________________________________________

__________________________________________

__________________________________________

Telephone Facsimile

4.0 How many years has the Proposer, Developer and each Equity Member been in its current line of business, and how many years has each entity been in business under its present name?

Name

No. of years in business

No. of years under present name

5.0 Under what other or former names have the Proposer, Developer and Equity

Members operated?

Proposer:

:



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Form B-2

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RFP Addendum #4


Form B-2

– Info. About Proposer Organization

:

:

:

6.0 The Proposer shall review its QS previously submitted to TxDOT and list below any Key Personnel and other key staff members and their relevant experience that have been approved by TxDOT since the submission of the QS. Except as updated by the following information, the Proposer’s QS is hereby incorporated as if set forth in full and the Proposer represents and warrants to TxDOT that the information set forth in the QS, except as set forth herein, is true, complete and accurate in all respects and does not contain any misleading or incorrect information. Attach separate sheets if necessary.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

7.0 List all Texas licenses held by the Proposer, Developer and any Equity Members.

Attach copies of all Texas licenses. Attach a separate sheet if necessary.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________



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Form B-2

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Form B-2

– Info. About Proposer Organization

8.0 The Proposal shall include the following information regarding the Surety(ies) committing to provide the bonds in accordance with Section 8 of the

Development Agreement and Section 7 of the COMA:

(a) Name(s), address(es) and phone numbers of the Surety(ies) that will provide the above-referenced bonds (must be rated in the top two categories by two nationally recognized rating agencies or at least A minus (A-) or better and Class VIII or better by A.M. Best and Company), and the name(s), address(es) and phone number(s) of the designated agent(s).

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

(b) Whether or not each listed Surety has defaulted on any obligation within the past ten years, and, if so, a description of the circumstances and the outcome of such default.

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________



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Form B-2

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RFP Addendum #4


Form B-2

– Info. about Proposer Organization

STATE OF ______________________ )

)

COUNTY OF ____________________ )

Each of the undersigned, being first duly sworn, deposes and says that

_________________ is the ______________ of _________________ and

___________________ is the ____________ of ______________________, which entity(ies) are the ___________________________of _________________, the entity making the foregoing Proposal, and that the answers to the foregoing questions and all other statements therein are true and correct.

_______________________________ __________________________________

(Signature) (Signature)

_______________________________ __________________________________

(Name Printed) (Name Printed)

_______________________________ __________________________________

(Title) (Title)

Subscribed and sworn to before me this day of , 2014.

__________________________________

Notary Public in and for said County and State

[Seal]

My commission expires: _____________



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Form B-2

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RFP Addendum #4


Form B-2

– Info. about Proposer Organization

INFORMATION ABOUT MAJOR PARTICIPANTS, MAJOR PROFESSIONAL

SERVICES FIRMS AND IDENTIFIED SUBCONTRACTORS − Form B-3

This form will be used to provide information about any Major Participants (excluding

Equity Members), Major Professional Services Firms and any other Subcontractors that have been identified as of the Proposal Due Date.

Proposer Name ________________________________________________________

Entity Name /

Contact

Address of Head Office Telephone / Fax Specialty /

Assignment

Add additional sheet(s) as necessary.

The undersigned Proposer hereby certifies that it has not entered into any substantive negotiations with Major Participants and/or Major Professional Services Firms resulting in an agreement to enter into any Subcontracts with respect to the Project, except for



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Form B-3

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Form B-3

– Info. about Major Participants

those listed above. The Proposer agrees that it will follow applicable Development

Agreement and COMA requirements with respect to Subcontractors . Proposer further declares that it has carefully examined the RFP Documents, including TxDOT’s DBE participation goal for the Project (set forth in ITP, Section 1.8.2), and acknowledges that

Proposer's efforts to obtain participation by Subcontractors could reasonably be expected to accomplish TxDOT’s DBE participation goal for the Project with respect to the professional services and Construction Work performed under the Development

Agreement, as well as the Maintenance Services performed under the Maintenance

Agreement.

I declare under penalty of perjury under the laws of the State of Texas that the foregoing declaration is true and correct.

Executed: __________, 2014

_________________________________

(Signature)

_________________________________

(Name printed)

_________________________________

(Title)

_________________________________

(Proposer)



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Form B-3

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RFP Addendum #4


Form B-3


STATE OF ______________________ )

)

COUNTY OF ____________________ )

Each of the undersigned, being first duly sworn, deposes and says that is the of and is the of , which entity(ies) are the of , the Proposer identified in the foregoing questionnaire, and that the answers to the foregoing questions and all other statements therein are true and correct.

_______________________________ __________________________________


_______________________________ __________________________________


_______________________________ __________________________________

(Title) (Title)


__________________________________

__________________________________


[Seal]

My commission expires: .



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Form B-3

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Form B-3


RESPONSIBLE PROPOSER QUESTIONNAIRE − Form C

PROPOSER’S NAME: _______________________________

NAME OF ENTITY ON WHOSE BEHALF FORM IS PROVIDED: __________________

1. Questions

The Proposer/Major Participant/team member shall respond either “yes” or “no” to each of the following questions. If the response is “yes” to any question(s), a detailed explanation of the circumstances shall be provided in the space following the questions. The Proposer/Major Participant/team member shall attach additional documentation as necessary to fully explain said circumstances.

Failure to either respond to the questions or provide adequate explanations may preclude consideration of the proposal and require its rejection. For the

Proposer, the term “ affiliate ” shall mean Developer, any Equity Member, or any entity which owns a substantial interest in or is owned in common with the

Proposer, Developer or any Equity Member, or any such entity in which the

Proposer, Developer or any Equity Member owns a substantial interest. For all other entities providing this form, the term “ affiliate ” shall mean the entity signing the form, any entity which owns a substantial interest in or is owned in common with the entity signing the form, or any entity in which the entity signing the form owns a substantial interest.

Within the past ten years, has the identified entity, any affiliate, or any officer, director, responsible managing officer or responsible managing employee of such entity or affiliate who has a proprietary interest in such entity: a) Been disqualified, debarred, removed or otherwise prevented from bidding or proposing on or completing a federal, state or local contract anywhere in the United States or any other country because of a violation of law or safety regulation?

If yes, please explain the circumstances. If no, so state.

Yes No b) Been convicted by a court of competent jurisdiction of any criminal charge of fraud, bribery, collusion, conspiracy or any act in violation of state, federal or foreign antitrust law in connection with the bidding or proposing upon, award of or performance of any public works contract with any public entity?


Yes No



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Form C

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Form C – Proposer Questionnaire

c) Had filed against it, him or her, any criminal complaint, indictment or information alleging fraud, bribery, collusion, conspiracy or any action in violation of state or federal antitrust law in connection with the bidding or proposing upon, award of or performance of any public works contract with any public entity?


Yes No d) Had filed against it, him or her, any civil complaint (including but not limited to a cross-complaint) or other claim arising out of a public works contract, alleging fraud, bribery, collusion, conspiracy or any act in violation of state or federal antitrust law in connection with the bidding or proposing upon, award of or performance of any public works contract with any public entity?

Yes No e) Been found, adjudicated or determined by any federal or state court or agency (including, but not limited to, the Equal Employment Opportunity

Commission, the Office of Federal Contract Compliance Programs and any applicable Texas governmental agency) to have violated any laws or

Executive Orders relating to employment discrimination or affirmative action, including but not limited to Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Sections 2000e et seq.); the Equal Pay Act (29

U.S.C. Section 206(d)); and any applicable or similar Texas law. f)


Yes No

Been found, adjudicated, or determined by any state court, state administrative agency, including, but not limited to, the Texas Department of Labor (or its equivalent), federal court or federal agency, to have violated or failed to comply with any law or regulation of the United States or any state governing prevailing wages (including but not limited to payment for health and welfare, pension, vacation, travel time, subsistence, apprenticeship or other training, or other fringe benefits) or overtime compensation?


Yes No g) Been convicted of violating a state or federal law respecting the employment of undocumented aliens?



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RFP Addendum #4




Yes No h) Been assessed liquidated or other damages for failure to complete any contract on time?


Yes No

Explain the circumstances underlying any “yes” answers for the aforementioned questions on separate sheets attached hereto.

2. Verification / Declaration

I declare under penalty of perjury under the laws of the State of Texas that the foregoing declaration is true, correct and accurate to the best of my knowledge following due inquiry. Executed __________, 2014.

_____________________________________

(Signature)

_____________________________________

(Name Printed)

_____________________________________

(Title)

_____________________________________

(Name of Organization)



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Form C

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RFP Addendum #4



INDUSTRIAL SAFETY RECORD FOR TEAM MEMBERS

PERFORMING IN STALLATION OR CONSTRUCTION WORK − Form D

PROPOSER’S NAME:

NAME OF TEAM MEMBER:

ROLE OF TEAM MEMBER:

This form shall be filled out separately and provided for eac h member of the Proposer’s team that will perform or supervise installation or construction Work for this Project, and including information for any entity in which such team member holds a substantial interest. Information must be provided with regard to all installation and construction work undertaken in the United States (including the State of Texas) by the entity, with separate statistics relative to the State of

Texas. For team members that are members of joint ventures, information shall be provided as though 100% of the results were for the listed participant. The Proposer may be requested to submit additional information or explanation of data which TxDOT may require for evaluating the safety record.

1) Total Hours Worked (in thousands)

Nationwide:

Texas:

2) Number of fatalities:*

Nationwide:

Texas:

3) Number of lost workdays:*

Nationwide:

Texas:

2009 2010 2011 2012 2013



March 14, 2014

Form D

Page 1 of 3

RFP Addendum #4


Form D – Industrial Safety Record

4) Number of lost workdays* cases:

Nationwide:

Texas:

5) Number of injury/illness* cases:

Nationwide:

Texas:

6) Number of days of* restricted work activity due to injury/illness:

Nationwide:

Texas:

7) Incidence Rate**

Lost Workday Cases

Nationwide:

Texas:

Days Lost

Nationwide:

Texas:

8) Worker's Compensation

Experience Modifier

Nationwide:

Texas:

*

**

2009 2010 2011 2012 2013

The information required for these items is the same as required for columns 3 to 6, Code 10, Log and Summary of

Occupational Injuries and Illnesses, OSHA Form 200.

Incidence Rate = No. Injuries (Cases) x 200,000 / Total Hours Worked



March 14, 2014

Form D

Page 2 of 3

RFP Addendum #4



The above information was compiled from the records that are available to me at this time and I declare under penalty of perjury under the laws of the State of Texas that the information is true and accurate within the limitation of those records.

_____________________________________

Name of Company (Print)

_____________________________________

Address

______________________________________

Signature

______________________________________

Title

_______________________ ______________________ _________________

City State and ZIP Code Telephone Number



March 14, 2014

Form D

Page 3 of 3

RFP Addendum #4



PERSONNEL WORK ASSIGNMENT FORM

− Form E

Name of Proposer: _____________________________________________________

_____________________________________________________________________

Key Personnel Assignment¹

Project Manager

Public Information Coordinator

Construction Quality Control Manager

Construction Manager

Lead Quality Manager

Environmental Compliance Manager

Design Manager

Lead Roadway Design Engineer

Lead Bridge Design Engineer

Lead Drainage Engineer

Professional Services Quality Control

Manager/Design Quality Manager

Name of Individual Assigned

Maintenance Manager

Construction Quality Acceptance Manager

ROW Acquisition Manager

Utility Manager

Safety Manager

Maintenance Manager

Maintenance QC Manager

Notes:

1. “Construction Quality Acceptance Manager” is required to be employed by a

Construction Quality Acceptance Firm.



March 14, 2014

Form E

Page 1 of 1

RFP Addendum #4


Form E – Personnel Work Assignment Form

NON-

COLLUSION AFFIDAVIT − Form F

STATE OF ______________________ )

)ss:

COUNTY OF ____________________ )

Each of the undersigned, being first duly sworn, deposes and says that:

A. __________ is the __________ of __________ and __________ is the

__________ of __________, which entity(ies) are the __________ of

__________, the entity making the foregoing Proposal.

B. The Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, joint venture, limited liability company or corporation; the Proposal is genuine and not collusive or sham; the Proposer has not directly or indirectly induced or solicited any other

Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any Proposer or anyone else to put in a sham Proposal or that anyone shall refrain from proposing; the Proposer has not in any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the prices of the Proposer or any other Proposer, or to fix any overhead, profit or cost element included in the Proposal, or of that of any other Proposer, or to secure any advantage against TxDOT or anyone interested in the proposed agreement; all statements contained in the Proposal are true; and, further, the Proposer has not, directly or indirectly, submitted its prices or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, joint venture, limited liability company, organization, Proposal depository or any member, partner, joint venture member or agent thereof to effectuate a collusive or sham Proposal.

C. The Proposer will not, directly or indirectly, divulge information or data regarding the price or other terms of its Proposal to any other Proposer, or seek to obtain information or data regarding the price or other terms of any other Proposal, until after award of the Agreement or rejection of all Proposals and cancellation of the

RFP.

_______________________________ __________________________________


_______________________________ __________________________________


_______________________________ __________________________________

(Title) (Title)



March 14, 2014

Form F

Page 1 of 2

RFP Addendum #4


Form F – Non-Collusion Affidavit


__________________________________


[Seal]

My commission expires: .

[Duplicate or modify this form as necessary so that it accurately describes the entity making the Proposal and so that it is signed on behalf of the entity(ies) making the

Proposal.]



March 14, 2014

Form F

Page 2 of 2

RFP Addendum #4


Form F – Non-Collusion Affidavit

BUY AMERICA

CERTIFICATION − Form G

(To be signed by authorized signatory(ies) of Developer)

The undersigned certifies on behalf of itself and all proposed Subcontractors (at all tiers) that only domestic steel and iron will be used in the Project.

A. Proposer shall c omply with the Federal Highway Administration (“FHWA”) Buy

America Requirements of 23 CFR 635.410, which permits FHWA participation in the Contract only if domestic steel and iron will be used on the Project. To be considered domestic, all steel and iron used and all products manufactured from steel and iron must be produced in the United States, and all manufacturing processes, including application of a coating, for these materials must occur in the United States. Coating includes all processes which protect or enhance the value of the material to which the coating is applied. This requirement does not preclude a minimal use of foreign steel and iron materials, provided the cost of such materials does not exceed 0.1% of the Contract Price.

B. A false certification is a criminal act in violation of 18 U.S.C. 1001. Should this

Contract be investigated, Proposer has the burden of proof to establish that it is in compliance.

C.

At Proposer’s request, TxDOT may, but is not obligated to, seek a waiver of Buy

America requirements if grounds for the waiver exist. However, Proposer certifies that it will comply with the applicable Buy America requirements if a waiver of those requirements is not available or not pursued by the TxDOT.

PROPOSER

SIGNATURE

NAME (printed or typed)

TITLE

DATE



March 14, 2014

Form G

Page 1 of 1

RFP Addendum #4


Form G – Buy America Certification

DBE CERTIFICATION − Form H

Control CSJ 2552-04-027

Project ______________

Highway Loop 375

County El Paso

DISADVANTAGED BUSINESS ENTERPRISES

REQUIREMENTS

The following goal for participation by Disadvantaged Business

Enterprises is established for professional services and

Construction Work under the Development Agreement and for

Maintenance Services performed under the COMA:

DBE

8% of Development Price

DBE Certification

By signing the Proposal, the Proposer certifies that (1) the above

DBE goal will be met by obtaining commitments equal to or exceeding the DBE percentage or that Developer will provide a good faith effort to substantiate the attempt to meet the goal; and

(2) if awarded the Development Agreement and COMA,

Developer will submit a DBE Performance Plan meeting the requirements set forth in the DBE Special Provisions attached as

Exhibit 6 to the Development Agreement.

Failure to submit the DBE Performance Plan will be considered a breach of the requirements of the RFP. As a result, the Proposal

Bond provided by the Proposer will become property of the

Department and the Proposer and Equity Members will be precluded from participating in any reprocurement of the

Development Agreement and COMA for the Project.

________________________________

[name]

________________________________

[title]



March 14, 2014

Form H

Page 1 of 1

RFP Addendum #4


Form H – DBE Certification

CHILD SUPPORT STATEMENT FOR

STATE GR

ANTS, LOANS AND CONTRACTS − Form I

Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is eligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.

Proposer Name: _________________________

List below the name and social security number of the individual or sole proprietor and each partner, shareholder or owner with an ownership interest of at least 25% of the entity identified below.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

Section 231.006, Family Code, specifies that a child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to receive payments from state funds under a contract to provide property, materials, or services; or receive a state-funded grant or loan.

A child support obligor or business entity ineligible to receive payments described above remains ineligible until all arrearage have been paid or the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency.

Except as provided by Section 231.302(d), Family Code, a social security number is confidential and may be disclosed only for the purposes of responding to a request for information from an agency operating under the provisions of Parts A and D of Title IV of the federal Social Security Act (42 U.S.C. Section 601-617 and 651-669).

Date: __________, 2014

Company Name:___________________________

____________________________

Signature

____________________________

Title

[ Duplicate or modify this form as necessary so that it accurately describes the entity making the Proposal and so that it is signed on behalf of the Proposer and each Major

Participant.

]



March 14, 2014

Form I

Page 1 of 1

RFP Addendum #4


Form I – Child Support Statement

CONFLICT OF INTEREST DISCLOSURE STATEMENT − Form J

Proposer’s attention is directed to 23 CFR Part 636 Subpart A and in particular to

Subsection 636.116 regarding organizational conflicts of interest.

Section 636.103 defines “organizational conflict of interest” as follows:

Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the owner, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

Proposers are advised that in accordance with TxDOT’s conflicts of interest

Rules (43 Texas Administrative Code § 27.8), certain firms will not be allowed to participate on any Proposer’s team for the Project because of their work with

TxDOT in connection with the Project procurement and document preparation and the CDA program.

1. Disclosure Pursuant to Section 636.116(2)(v) and Rule 27.8

In the space provided below, and on supplemental sheets as necessary, identify all relevant facts relating to past, present, or planned interest(s) of the Proposer’s team (including the Proposer, Developer, the Major

Participants, proposed consultants and proposed subcontractors, and their respective chief executives, directors, and key project personnel) which may result, or could be viewed as, an organizational conflict of interest in connection with this RFP.

Proposer should disclose (a) any current contractual relationships with

TxDOT, (b) any past, present, or planned contractual or employment relationships with any TxDOT member, officer, or employee; and (c) any other circumstances that might be considered to create a financial interest in the contract by any TxDOT member, officer, or employee if Proposer is awarded the contract. Proposer should also disclose matters such as ownership of 10% or more of the stock of, or having directors in common with, any of the RFP preparers. Proposer should also disclose contractual relationships with an RFP preparer in the nature of a joint venture, as well as relationships wherein the RFP preparer is a contractor or consultant (or subcontractor or subconsultant) to Proposer or a member of Proposer’s team. The foregoing is provided by way of example, and shall not constitute a limitation on the disclosure obligations.

__________________________________________________________

__________________________________________________________



March 14, 2014

Form J

Page 1 of 3

RFP Addendum #4


Form J – Conflict of Interest Statement

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

2. Explanation

In the space provided below, and on supplemental sheets as necessary, identify steps that have been or will be taken to avoid, neutralize, or mitigate any organizational conflicts of interest described herein.

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________



March 14, 2014

Form J

Page 2 of 3

RFP Addendum #4



3. Certification

The undersigned hereby certifies that, to the best of his or her knowledge and belief, no interest exists that is required to be disclosed in this Conflict of Interest Disclosure Statement, other than as disclosed above.

________________________________________________

Signature

________________________________________________

Name

________________________________________________

Title

________________________________________________

Company Name

___________________, 2014

Date



March 14, 2014

Form J

Page 3 of 3

RFP Addendum #4



PROPOSAL SECURITY

−

Form K

(Separate Document)



March 14, 2014

Form K

Page 1 of 4

RFP Addendum #4


Form K – Proposal Security

PROPOSAL BOND

−

Form K

Bond No. _______

KNOW ALL PERSONS BY THESE PRESENTS , that the

_____________________ [NOTE: insert name of Proposer as the Principal and delete this bracketed text] , as Principal and ___________________, as Surety or as

Co-Sureties, each a corporation duly organized under the laws of the State indicated on the attached page, having its principal place of business at the address listed on the attached page, in the State indicated on the attached page, and authorized as a surety in the State of Texas, are hereby jointly and severally held and firmly bound unto the Texas

Department of Transportation (“TxDOT”), in the sum of $50,000,000 (the “Bonded Sum”).

WHEREAS , the Principal is herewith submitting its Proposal to design, construct and potentially maintain a portion of the Loop 375 - Border Highway West Extension

Project in El Paso County through a Development Agreement and a Comprehensive

Maintenance Agreement (“COMA”), which Proposal is incorporated herein by this reference and has been submitted pursuant to TxDOT’s Request for Proposals dated as of [________], 2014 (as amended or supplemented, the “RFP”) in accordance with the

Instructions to Proposers, as amended (“ITP”) included in the RFP;

NOW, THEREFORE ,

1. The condition of this Proposal Bond is such that, upon occurrence of any of the following events, then this obligation shall be null and void; otherwise it shall remain in full force and effect, and the Bonded Sum will be forfeited to TxDOT as liquidated damages and not as a penalty, upon receipt by Principal and Surety or by Principal and

Sureties listed on the attached page (the "Co-Sureties") of notice of such forfeiture from

TxDOT:

(a) Principal's receipt of written notice from TxDOT that either (i) no

Development Agreement or COMA for the Project will be awarded by

TxDOT pursuant to the RFP, or (ii) TxDOT has awarded a

Development Agreement and COMA for the Project, has received the executed Development Agreement, COMA and other required documents, and does not intend to award the contract to the Principal; or

(c) If TxDOT has not previously delivered notice of forfeiture hereunder, failure of TxDOT to conditionally award the Development Agreement and the COMA to Principal within 180 days (or 270 days if TxDOT has extended the 180 day period to 270 days pursuant to the terms of the

ITP) after the Price Proposal Due Date.



March 14, 2014

Form K

Page 2 of 4

RFP Addendum #4



2. The Principal and the Surety or Co-Sureties hereby agree to pay to TxDOT the full Bonded Sum hereinabove set forth, as liquidated damages and not as a penalty, within ten days after occurrence of any of the following events:

(a) Principal withdraws, repudiates or otherwise indicates in writing that it will not meet all or any part of its commitments made in its Proposal prior to the time allowed for execution of the Development Agreement and COMA under the ITP, as such time may be extended pursuant to

ITP Section 4.6.2, without TxDOT’s consent; or

(b) Principal is selected for negotiations and fails to engage in good faith negotiations with TxDOT as set forth in ITP Section 5.11.1;

(c) Principal is the apparent best value Proposer and fails to provide the documents required under ITP Sections 6.1 and 6.1.1.

Principal agrees and acknowledges that such liquidated damages are reasonable in order to compensate TxDOT for damages it will incur as a result of Principal’s failure to satisfy the obligations under the RFP to which Principal agreed when submitting its

Proposal. Such damages include potential harm to the credibility and reputation of

TxDOT’s transportation improvement program, including the CDA program, with policy makers and with the general public, delays to the Project and additional costs of administering this or a new procurement (including engineering, legal, accounting, overhead and other administrative costs). Principal further acknowledges that these damages would be difficult and impracticable to measure and prove, are incapable of accurate measurement because of, among other things, the unique nature of the Project and the efforts required to receive and evaluate proposals for it, and the unavailability of a substitute for those efforts. The amounts of liquidated damages stated herein represent good faith estimates and evaluations as to the actual potential damages that

TxDOT would incur as a result of Principal’s failure to satisfy the obligations under the

RFP to which Principal agreed when submitting its Proposal, and do not constitute a penalty. Principal agrees to such liquidated damages in order to fix an d limit Principal’s costs and to avoid later Disputes over what amounts of damages are properly chargeable to Principal.

Bond:

3. The following terms and conditions shall apply with respect to this Proposal

(a) This Proposal Bond shall not be subject to forfeiture in the event that

TxDOT disqualifies the Proposal based on a determination that it is non-responsive or non-compliant.

(b) If suit is brought on this Proposal Bond by TxDOT and judgment is recovered, Principal and Surety or Co-Sureties shall pay all costs incurred by TxDOT in bringing such suit, including, without limitation, reasonable attorneys’ fees and costs as determined by the court.



March 14, 2014

Form K

Page 3 of 4

RFP Addendum #4



(c) Any extension(s) of the time for award of the Development Agreement and the COMA that Principal may grant in accordance with the

Development Agreement and COMA or otherwise, shall be subject to the reasonable approval of Surety or Co-Sureties. d) Correspondence or claims relating to this Proposal Bond should be sent to Surety at the following address:

_____________________________________

_____________________________________

_____________________________________

SIGNED and SEALED this __________ day of ____________________, 2014

_____________________________________________________

Principal

By: __________________________________________________

_____________________________________________________

Co-Surety

By: __________________________________________________

Attorney in Fact

By: __________________________________________________

_____________________________________________________

Co-Surety

By: __________________________________________________

Attorney in Fact

By: __________________________________________________

_____________________________________________________

Co-Surety

By: __________________________________________________

Attorney in Fact

ADD APPROPRIATE SURETY ACKNOWLEDGMENTS]

CO-SURETIES

SURETY NAME SURETY ADDRESS



March 14, 2014

Form K

Page 4 of 4

INCORPORATED IN

RFP Addendum #4



OPINION OF COUNSEL

− Form L

[LETTERHEAD OF INDEPENDENT LAW FIRM OR IN-HOUSE COUNSEL – SEE

SECTION 6.1.1(e) OF THE ITP FOR LEGAL COUNSEL REQUIREMENTS]


Strategic Projects Division

125 East 11th Street

Austin, TX 78701

Re: Development Agreement and Comprehensive Maintenance

Agreement (“COMA”) (collectively, “the Agreements”) for the Loop

375 - Border Highway West Extension Project dated as of

___________, 2014, by and between Texas Department of

Transportation, and ____________________ (the “Developer”)

Gentlemen:

[Describe relationship to Developer and its joint venture members, general partners, members, as applicable, and any other entities whose approval is required in order to authorize delivery of the proposal and execution of the Agreements.] This letter is provided to you pursuant to Section 6.1.1(e) of the Instructions to Proposers of that certain Request for Proposals issued by the Texas Department of Transportation

(“TxDOT”) on December 20, 2013 as amended.

In giving this opinion, we have examined ____________________________________.

We have also considered such questions of law and we have examined such documents and instruments and certificates of public officials and individuals who participated in the procurement process as we have deemed necessary or advisable. [if certificate used/obtained from Developer or Guarantor, such certificate should also run in favor of

TxDOT and should be attached to opinion]

In giving this opinion, we have assumed that all items submitted to us or reviewed by us are genuine, accurate and complete, and if not originals, are true and correct copies of originals, and that all signatures on such items are genuine.

Subject to the foregoing, we are of the opinion that:

1. [opinion regarding organization/formation and existence of Developer and that Developer has corporate power to own its properties and assets, carry on its business, make the Proposal, enter into the Agreements and to perform its obligations under the Agreements] [if Developer is a partnership/joint venture, these opinions are also required for each of its joint venture members and general partners]

2. [opinion regarding good standing and qualification to do business in

State of Texas for Developer] [if Developer is a partnership/joint venture, these opinions are also required for each of its joint venture members and general partners]



March 14, 2014

Form L

Page 1 of 3

RFP Addendum #4


Form L

– Opinion of Counsel

3. [opinion regarding organization/formation and existence of Guarantor and that Guarantor has corporate power to own its properties and assets, to carry on its business, to enter into the Guaranty and to perform its obligations under the Guaranty] [if

Guarantor is a partnership/joint venture, these opinions are also required for each of its joint venture members and general partners] [if there is no Guaranty, this opinion may be omitted]

4. [opinion that Proposal and the Agreements have been duly authorized by all necessary corporate action on the part of the Developer and the

Proposal and Agreements have been duly executed and delivered by Developer] [if

Developer is a partnership/joint venture, add: and its joint venture members/general partner s after the first and second “Developer”]

5. [opinion that Guaranty has been duly authorized by all necessary corporate action on the part of Guarantor and the Guaranty has been duly executed and delivered by Guarantor] [if Guarantor is a partnership/joint venture, add: and its joint venture members/general partners after the first and second “Guarantor”] [if there is no

Guaranty, this opinion may be omitted]

6. [opinion that the Agreements constitute a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with its terms] [if Developer is a partnership/joint venture, add: and its joint venture members/general partners after the second “Developer”]

7. [opinion that the Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms; [if Guarantor is a partnership/joint venture, add: and its joint venture members/general partners after the second “Guarantor”] [if there is no Guaranty, this opinion may be omitted]

8. [opinion that all required approvals have been obtained with respect to execution, delivery and performance of the Proposal and the Agreements; and that neither the Proposal nor the Agreements conflicts with any agreements to which

Developer is a party [if Developer is a partnership/joint venture, add: and its joint venture members/general partners are a party] or with any orders, judgments or decrees by which Developer is bound [if Developer is a partnership/joint venture, add: and its joint venture members/general partners are bound]]

9. [opinion that all required approvals have been obtained with respect to execution, delivery and performance of the Guaranty; and that the Guaranty does not conflict with any agreements to which Guarantor is a party [if Guarantor is a partnership/joint venture, add: and its joint venture members/general partners are a party] or with any orders, judgments or decrees by which Guarantor is bound] [if Guarantor is a partnership/joint venture, add: and its joint venture members/general partners are bound]

[if there is no Guaranty, this opinion may be omitted]

10. [opinion that execution, delivery and performance of all obligations by Developer under the Proposal and the Agreements do not conflict with, and are authorized by, the articles of incorporation and bylaws of Developer [if Developer is a

Texas Department of Transportation Form L RFP Addendum #4


March 14, 2014

Page 2 of 3 Volume I - Instructions to Proposers

Form L


partnership, replace articles of incorporation and bylaws with partnership agreement and

(if applicable) certificate of limited partnership); if Developer is a joint venture, replace articles of incorporation and bylaws with joint venture agreement; if Developer is a limited liability company, replace articles of incorporation and bylaws with operating agreement and certificate of formation]

11. [opinion that execution, delivery and performance of all obligations by Guarantor under the Guaranty does not conflict with, and is authorized by, the articles of incorporation and bylaws of Guarantor] [if Guarantor is a partnership, replace articles of incorporation and bylaws with partnership agreement and (if applicable) certificate of limited partnership); if Guarantor is a joint venture, replace articles of incorporation and bylaws with joint venture agreement; if Guarantor is a limited liability company, replace articles of incorporation and bylaws with operating agreement and certificate of formation]

[if there is no Guaranty, this opinion may be omitted]

12. [opinion that execution and delivery by the Developer of the Proposal and the Agreements do not, and the Develop er’s performance of its obligations under the

Proposal and the Agreements will not, violate any current statute, rule or regulation applicable to the Developer or to transactions of the type contemplated by the Proposal or the Agreements]

13. [opinion that execution and delivery by the Guarantor of the

Guaranty do not, and the Guarantor’s performance of its obligations under the Guaranty will not, violate any current statute, rule or regulation applicable to the Guarantor or to transactions of the type contemplated by the Guaranty] [if there is no Guaranty, this opinion may be omitted]



March 14, 2014

Form L

Page 3 of 3

RFP Addendum #4


Form L


DEVELOPMENT PRICE

− Form M-1

Loop 375 Border Highway

West Extension Project

Development Agreement

Development Price

Amount

Proposer is requesting the above total amount from TxDOT for the design and construction phase of the Project under the Development Agreement.

An itemized breakdown of the “Amount” in column 2 is shown on Form M-1.1.

Timing of payments is shown on Form M-2.



March 14, 2014

Form M-1

Page 1 of 1

RFP Addendum #4


Form M-1 – Development Price

DEVELOPMENT PRICE BREAKDOWN − Form M-1.1

ITEM /

LINE

NO.

A

1

2

3

4

5

6

DESCRIPTION

Professional Services

Professional Services Development Management & Community

Outreach

Development Design, Design Survey, & Landscape Design

Environmental Permitting Activities

Right-of-Way Acquisition Services & ROW Survey/Mapping

Utility Locates, Utility Survey, and Utility Adjustment Design

Professional Services Quality Review Firm, Construction Quality

Acceptance Firm, and Environmental Team

9

10

11

12

13

14

15

16

17

18

19

7

8

B



March 14, 2014

Miscellaneous Professional Services not covered by Lines 1-6

Subtotal Professional Services (Sum Lines 1 through 7)

Construction

Construction Development Management

Mobilization

Traffic Control

Earthwork

Subbase and Base Course

Pavement

Structures

Lighting and Signing

Aesthetics

BNSF Partial Work Allowance

U.S. Customs and Border Protection Allowance

Form M-1.1

Page 1 of 2

Total

Subtotal

$10,000,000

$5,000,000

$0

RFP Addendum #4


Form M-1.1 – Total Development Price Breakdown

24

25

26

20

21

22

23

Environmental Mitigation

Utility Adjustments

Developer Designated ROW

Bond Premiums

Insurance Premiums

Miscellaneous Construction Items not covered by Lines 9-24

Subtotal Construction (Sum Lines 9 through 25)

26 Total Development Price (Line 8 + Line 26)

Note: Proposer shall include amounts in year-of-expenditure dollars.

Subtotal

TOTAL

$0

$0



March 14, 2014

Form M-1.1

Page 2 of 2

RFP Addendum #4


Form M-1.1 – Total Development Price Breakdown

ATC ADJUSTMENTS

− Form M-1.2

Loop 375 - Border Highway West Extension Project

ATC Adjustment for Additional Impact to TxDOT Associated with Approved ATCs

Approved

ATC #

DESCRIPTION of APPROVED ATC

TOTAL

Costs to TxDOT

Note: Cost refers to the additional cost associated with the ATC as determined by TxDOT and set forth in the ATC approval letter



March 14, 2014

Form M-1.2

Page 1 of 1

RFP Addendum #4


Form M-1.2 – ATC Adjustments

12

17

18

19

20

13

14

15

16

21

22

23

24

25

26

27

28

29

DEVELOPER DRAWS/CASH FLOW TABLES (DEVELOPMENT PRICE) – Form M-2

Loop 375 - Border Highway West Extension

Comprehensive Development Agreement Request for Detailed Proposals

Texas Department of Transportation

Cash Flow Adjustment Table / Total Payment Schedule

(all figures are in U.S. dollars, nominal)

Months after NTP

1

(A) Anticipated

Draw / Cash Flow

5

6

7

8

1

2

3

4

9

10

11

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

(B) Cumulative

Draw / Cash

Flow

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Cash Flow

% of

Cumulativ e Draw

(A / B)

Cumulativ e Cash

Flow % of

Maximum

Draw (B /

Maximum

Payment)

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%



March 14, 2014

Form M-2

Page 1 of 2

RFP Addendum #4


Form M-2 – Developer Draws/Cash Flow Tables

30

31

32

33

34

35

36

TOTALS

MAXIMUM PAYMENT

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Nominal Development Payments

Development Price To Form M-1

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%



March 14, 2014

Form M-2

Page 2 of 2

RFP Addendum #4


Form M-2 – Developer Draws/Cash Flow Tables

OPTION PRICE - Form M-3

Loop 375 Border Highway

West Extension Project

Development Agreement

Amount

Option Price

Proposer is requesting the above amount from TxDOT for the design and construction phase of the Project under the

Development Agreement, including the Option Work.

An itemized breakdown of the “Amount” in column 2 is shown on Form M-3.1.

Timing of payments is shown on Form M-4.



March 14, 2014

Form M-3

Page 1 of 1

RFP Addendum #4


Form M-3

– Option Price

OPTION PRICE BREAKDOWN - Form M-3.1

ITEM /

LINE

NO.

A

1

2

3

4

5

6

DESCRIPTION

13

14

15

16

17

18

9

10

11

12

7

8

B



March 14, 2014

Professional Services

Professional Services Development Management & Community

Outreach

Development Design, Design Survey, & Landscape Design

Environmental Permitting Activities

Right-of-Way Acquisition Services & ROW Survey/Mapping

Utility Locates, Utility Survey, and Utility Adjustment Design

Professional Services Quality Review Firm, Construction Quality

Acceptance Firm, and Environmental Team

Miscellaneous Professional Services not covered by Lines 1-6

Subtotal Professional Services (Sum Lines 1 through 7)

Construction

Construction Development Management

Mobilization

Traffic Control

Earthwork

Subbase and Base Course

Pavement

Structures

Lighting and Signing

Aesthetics

Anti-icing System

Form M-3

Page 1 of 2

Subtotal

Total

$0

RFP Addendum #4


Form M-3

– Option Price Breakdown

22

23

24

25

26

27

19

20

21

U.S. Customs and Border Protection Allowance

Environmental Mitigation

Utility Adjustments

Developer Designated ROW

Bond Premiums

Insurance Premiums

Miscellaneous Construction Items not covered by Lines 9-24

Subtotal Construction (Sum Lines 9 through 25)

Total Option Price (Line 8 + Line 26)

Subtotal

TOTAL

$5,000,000

$0

$0



March 14, 2014

Form M-3

Page 2 of 2

RFP Addendum #4


Form M-3

– Option Price Breakdown

ATC ADJUSTMENTS FOR OPTION WORK

− Form M-3.2

Loop 375 - Border Highway West Extension Project

ATC Adjustment for Additional Impact to TxDOT Associated with Approved ATCs

Related to Option Work

Approved

ATC #

DESCRIPTION of APPROVED ATC

TOTAL

Costs to TxDOT

Note: Cost refers to the additional cost associated with the ATC as determined by TxDOT and set forth in the ATC approval letter



March 14, 2014

Form M-3.2

Page 1 of 1

RFP Addendum #4


Form M-3.2

– ATC Adjustment for Option Work

12

17

18

19

20

13

14

15

16

21

22

23

24

25

26

27

28

29

30

DEVELOPER DRAWS/CASH FLOW TABLES (OPTION PRICE) – Form M-4

Loop 375 - Border Highway West Extension

Comprehensive Development Agreement Request for Detailed Proposals

Texas Department of Transportation

Cash Flow Adjustment Table / Total Payment Schedule

(all figures are in U.S. dollars, nominal)

Months after NTP

1

(A) Anticipated

Draw / Cash Flow

5

6

7

8

1

2

3

4

9

10

11

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

(B) Cumulative

Draw / Cash

Flow

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Cash Flow

% of

Cumulativ e Draw

(A / B)

Cumulativ e Cash

Flow % of

Maximum

Draw (B /

Maximum

Payment)

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%



March 14, 2014

Form M-4 RFP Addendum #4


Form M-4 – Developer Draws/Cash Flow Tables (Option Price)

31

32

33

34

35

36

TOTALS

MAXIMUM PAYMENT

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Year of Expenditure Development

Payments

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%

0.0% 0.0%



March 14, 2014

Form M-4 RFP Addendum #4


Form M-4 – Developer Draws/Cash Flow Tables (Option Price)

MAINTENANCE PRICE

– Form N-1

YEARLY MAINTENANCE COST

Maintenance

Term

Year

Routine

Maintenance

Major

Maintenance

Emergency

Maintenance

(Incident

Response,

Snow and

Ice Control)

Other

Costs

TOTAL

(A) (B) (C) (D)

(E) =

(A)+(B)+(C)+(D)

Initial

Maintenance

Term

Second

Maintenance

Term

Third

Maintenance

Term

1 $

2 $

3 $

4 $

5 $

6 $

7 $

8 $

9 $

10 $

11 $

12 $

13 $

14 $

15 $

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

Total Maintenance Cost for entire Maintenance Term $

Notes:

(1) Annual expenditures are presented as of Proposal Due Date.

(2) Years in the table refers to the years during each of the three possible Maintenance Terms.



March 14, 2014

Form N-1

Page 1 of 1

RFP Addendum #4


Form N-1

– Maintenance Price

OPTION MAINTENANCE PRICE

– Form N-2

YEARLY OPTION MAINTENANCE COST

Maintenance

Term

Year

Routine Option

Maintenance

Major Option

Maintenance

Emergency

Option

Maintenance

(Incident

Response,

Snow and

Ice Control)

Other

Costs

(A) (B) (C) (D)

TOTAL

(E) =

(A)+(B)+(C)+(D)

Initial

Maintenance

Term

Second

Maintenance

Term

Third

Maintenance

Term

10

11

12

13

14

6

7

8

9

15

1

2

3

4

5

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

Total Option Maintenance Cost for entire Maintenance Term $

Notes:

(1) Annual expenditures are presented as of Proposal Due Date.

(2) Years in the table refers to the years during each of the three possible Maintenance Terms.

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$



March 14, 2014

Form N-2

Page 1 of 1

RFP Addendum #4


Form N-2

– Option Maintenance Price

SUBSTANTIAL COMPLETION DEADLINE(S)

– Form O

Description Substantial Completion Date

TxDOT Last Allowable Date for Substantial Completion NTP1 plus 1095 calendar days



March 14, 2014

Form O

Page 1 of 1

RFP Addendum #4


Form O

– Substantial Completion Deadline(s)

EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION – Form P

To be executed by the Proposer, Major Participants and proposed known Subcontractors .

The undersigned certifies on behalf of

(Name of entity making certification) that:

(check one of the following boxes)

It has developed and has on file at each establishment affirmative action programs pursuant to 41 CFR Part 60-2 (Affirmative Action Programs).

It is not subject to the requirements to develop an affirmative action program under 41 CFR Part 60-2 (Affirmative Action Programs).

(check one of the following boxes)

It has not participated in a previous contract or subcontract subject to the equal opportunity clause described in Executive Orders 10925, 11114 or 11246.

It has participated in a previous contract or subcontract subject to the equal opportunity clause described in Executive Orders 10925, 11114 or 11246 and, where required, it has filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a federal government contracting or administering agency, or the former President’s Committee on Equal

Employment Opportunity, all reports due under the applicable filing requirements.

Signature:

Title:

Date:

If not Proposer, relationship to

Proposer:

Note: The above certification is required by the Equal Employment Opportunity

Regulations of the Secretary of Labor (41 CFR 60-1.7(b)(1)), and must be submitted by

Proposers only in connection with contracts which are subject to the equal opportunity clause. Contracts that are exempt from the equal opportunity clause are set forth in 41

CFR 60-1.5. (Generally, only contracts of $10,000 or under are exempt.) Currently,

Standard Form 100 (EEO-1) is the only report required by Executive Orders or their implementing regulations.

Proposers, Major Participants, and proposed Subcontractors who have participated in a previous contract subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b)(1) prevents the award of contracts and subcontracts unless such contractor submits a report covering the delinquent period or such other period specified by the Federal Highway Administration or by the Director, Office of

Federal Contract Compliance, U.S. Department of Labor.



March 14, 2014

Form P

Page 1 of 1

RFP Addendum #4


Form P – EEOC Certification

KEY SUBCONTRACTORS – FORM Q

List of Key Subcontractors by discipline or role:

– Project Management:

– Lead Design Firm:

– Quality Control Management:

– Quality Assurance Management:

– Key Task Leader – Geotechnical:

– Key Task Leader – Hydraulics and Hydrology:

– Key Task Leader – Structural:

– Key Task Leader – Environmental:

– Key Task Leader – Utilities:

– Key Task Leader – Right of Way:



March 14, 2014

Form Q

Page 1 of 1

RFP Addendum #4


Form Q – Key Subcontractors

CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING −

Form R

The undersigned certifies, to the best of its knowledge and belief (after due inquiry and investigation), that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any

Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard

Form-

LLL, “

Disclosure Form to Report Lobbying

,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction im posed by 31 U.S.C. § 1352.

Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The undersigned shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such recipients shall certify and disclose accordingly.

Date: __________, 2014 ____________________________

Signature

____________________________

Title

[Duplicate or modify this form as necessary so that it accurately describes the entity making the Proposal and so that it is signed on behalf of Proposer, all partners, members or joint venturers of the Proposer and all other Major Participants]



March 14, 2014

Form R RFP Addendum #4


Form R – Certification Regarding Use of Funds for Lobbying

CERTIFICATION REGARDING INELIGIBLE CONTRAC

TORS − FORM S

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER

INELIGIBILITY AND VOLUNTARY EXCLUSION FROM TRANSACTIONS

FINANCED IN PART BY THE U.S. GOVERNMENT

I, hereby certify that

(Name and title of Certifying Officer)

(Name of Developer)

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any Federal department or agency or from participation in the Project;

2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph 2 of this certification; and

4. Have not within a three-year period preceding this proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

If any Major Participant is unable to certify to any of the statements in this certification, such prospective Major Participant shall attach an explanation to this certification.

I hereby certify and affirm the truthfulness and accuracy of the above statement, and I understand that the provisions of 31 United States Code (U.S.C.) §3801 et seq .

(Administrative Remedies for False Claims and Statements) are applicable hereto.

Name of Developer

Street Address of Developer

City, State, Zip



March 14, 2014

Form S

Page 1 of 2

RFP Addendum #4


Form S – Certification Regarding Ineligible Contractors

Telephone Number of Developer

Signature of Certifying Officer

Date

Note: The above certification merely certifies that a Proposer and its Subcontractors are not declared by the federal government or have not voluntarily declared themselves debarred, suspended, or declared ineligible from doing transactions with the federal government or any of its agencies.



March 14, 2014

Form S

Page 2 of 2

RFP Addendum #4


Form S – Certification Regarding Ineligible Contractors

GUARANTOR COMMITMENT LETTER − Form T

[DATE]



Austin, Texas 78752

Attn: Mr. Frank Holzmann, P.E

RE: Guarantor Commitment to Provide Parent Guaranty for the Loop 375 - Border Highway

West Extension Project

Dear Mr. Holzmann:

___________[ Insert name of entity providing the guaranty ], hereinafter “Guarantor,” is

___________[ describe relationship to Proposer ]. This commitment letter is provided on behalf of ________[ insert name of Proposer ] in connection with its proposal for the Development

Agreement and Comprehensive Maintenance Agreement (“COMA”) for the Loop 375 - Border

Highway West Extension Project (“Project”). Guarantor hereby irrevocably agrees to provide a guaranty, guaranteeing all the obligations of [Developer and/or Maintenance Contractor] with respect to the [ insert COMA and/or Development Agreement or both, as appropriate ] in the form of [ insert Exhibit 13 to the Development Agreement and/or Exhibit 9 of the Comprehensive

Maintenance Agreement , as applicable ]. This commitment is subject only to award and execution of the Development Agreement and COMA by TxDOT and ________[ insert name of

Proposer ] and the issuance of NTP1

Sincerely,

_________________

[Title]

[ Attach evidence of authorization of the signatory to the letter, which may include a Power of

Attorney signed by an authorized individual of the entity or other authority, as evidenced by the partnership agreement, joint venture agreement, corporate charter, bylaws or resolution.

]



March 14, 2014

Form T

Page 1 of 1

RFP Addendum #4


Form T – Guarantor Commitment Letter

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